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REV: 12-16-21 MI
<br />WEB APPLICATION OR YOUR DATA. WE MAY ALTER, REDUCE THE FUNCTIONALITY OR CONTENT OF, AND/OR
<br />TERMINATE THE WEB APPLICATION AT ANY TIME WITHOUT CAUSE IN OUR SOLE DISCRETION. NO AGENT OF
<br />EAGLE IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF EAGLE AS SET FORTH HEREIN.
<br />EXCEPT FOR THE OBLIGATIONS SET FORTH IN THE PARAGRAPH “OUR RESPONSIBILITIES”, NEITHER US NOR ANY
<br />THIRD-PARTY PROVIDERS, PARTNERS OR AFFILIATES WARRANT THAT THE WEB APPLICATION, SERVERS, OR
<br />ANY E-MAIL SENT ARE FREE OF ERRORS, OMISSIONS, VIRUSES OR OTHER HARMFUL COMPONENTS. BY
<br />ACCEPTING THIS AGREEMENT, YOU DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS OF OURS
<br />AND ANY OF OUR THIRD-PARTY PROVIDERS, PARTNERS, OR AFFILIATES EXCEPT AS EXPRESSLY PROVIDED
<br />HEREIN.
<br />Limitation of Liability. Excluding Our obligation under the paragraph “Indemnification” and any liability arising
<br />from a breach of our obligations under the paragraph “Our Responsibilities”, Our aggregate and maximum
<br />liability in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of
<br />fees paid by You to Us up to a limit of one year’s worth of fees. We shall not be liable for any special, indirect,
<br />incidental, or consequential damages of any kind (including attorneys’ fees) arising in connection with Your use
<br />of the Web Application, or any failure by Us to perform our obligations, regardless of any negligence alleged.
<br />Nothing contained in this paragraph will prevent You from asserting any claim which is covered by the insurance
<br />coverage that We are required to carry pursuant to the terms of this Agreement or any claim which is covered
<br />by the “Indemnification” paragraph.
<br />Indemnification. We will defend and indemnify You against a third-party action, suit, or proceeding against You
<br />to the extent such claim is based upon an allegation that the Web Application or Content under this Agreement
<br />infringes a patent or copyright or misappropriates a third party’s trade secret, including but not limited to claims
<br />of infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or
<br />destruction of electronic information, release of private information, alteration of electronic information, extortion and
<br />network security. Indemnification includes costs associated with breach response costs, regulatory fines and penalties, as
<br />well as credit monitoring expenses.
<br /> To the fullest extent allowed by Law, EAGLE shall defend, indemnify, and hold harmless AGENCY and its directors,
<br />officers, managers, and employees from and against claims, loss, liability, suits and damages, including reasonable
<br />attorney’s fees, to the extent caused by EAGLE’s negligent acts, errors or omissions, willful misconduct, or EAGLE’s failure
<br />to discharge a lawful responsibility, and including the acts and/or omissions of anyone directly or indirectly employed by
<br />EAGLE. These defense, indemnity, and hold harmless requirements will not apply to the extent any claim, loss, liability,
<br />suit, or damage is determined by a court of competent jurisdiction to be caused by the sole active negligence or willful
<br />misconduct of AGENCY.
<br />Notwithstanding the foregoing, to the extent the subscription provided by EAGLE is subject to Civil Code Section 2782.8,
<br />the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of,
<br />pertain to, or relate to the negligence, recklessness, or willful misconduct of the Eagle.
<br />Eagle’s Insurance. EAGLE agrees to provide and to maintain in effect at all times during the Term of this Agreement, at its
<br />sole expense, the following minimum insurance coverage:
<br />ATTY/AGR.2021.325/Eagle Aerial Solutions (WaterView) (Page 5 of 10)
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